0001047469-04-033262 Sample Contracts

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • November 5th, 2004 • Qwest Communications International Inc • Telephone communications (no radiotelephone) • Colorado

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into on August 19, 2004, by and between Barry K. Allen (the "Executive") and Qwest Services Corporation, a Colorado corporation (the "Company").

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REGISTRATION RIGHTS AGREEMENT Dated August 19, 2004 among QWEST CORPORATION, as Issuer, and Goldman, Sachs & Co. Lehman Brothers Inc. Deutsche Bank Securities Inc. Banc of America Securities LLC Credit Suisse First Boston LLC Wachovia Capital Markets,...
Registration Rights Agreement • November 5th, 2004 • Qwest Communications International Inc • Telephone communications (no radiotelephone) • New York

This Agreement is made pursuant to the Purchase Agreement, dated as of August 12, 2004 (the "Purchase Agreement"), by and among the Issuer and the Initial Purchasers (i) for the benefit of the Issuer and the Initial Purchasers and (ii) for the benefit of the holders form time to time of the Securities (including the Initial Purchasers). In order to induce the Initial Purchasers to purchase the Securities, the Issuer has agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 5 of the Purchase Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Purchase Agreement.

QWEST BUSINESS RESOURCES, INC. AIRCRAFT TIME SHARING AGREEMENT
Aircraft Time Sharing Agreement • November 5th, 2004 • Qwest Communications International Inc • Telephone communications (no radiotelephone) • Colorado

This Aircraft Time Sharing Agreement ("Agreement") by and between Qwest Business Resources, Inc. ("Lessor"), a Delaware corporation whose address is 1801 California Street, Denver, Colorado 80202 and Oren G. Shaffer ("Lessee"), whose address is 2409 Fifth Street, Boulder, Colorado 80304 (collectively the "Parties"), is effective March 19, 2004 and shall terminate on December 31, 2006, unless terminated sooner by either party pursuant to Article 1 below.

Qwest Corporation
2011 Purchase Agreement • November 5th, 2004 • Qwest Communications International Inc • Telephone communications (no radiotelephone) • New York

GOLDMAN, SACHS & CO. LEHMAN BROTHERS INC. DEUTSCHE BANK SECURITIES INC. BANC OF AMERICA SECURITIES LLC CREDIT SUISSE FIRST BOSTON LLC WACHOVIA CAPITAL MARKETS, LLC BNY CAPITAL MARKETS, INC. CITIGROUP GLOBAL MARKETS INC. GREENWICH CAPITAL MARKETS, INC. WELLS FARGO SECURITIES, LLC

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